d./Mv 


ZLbte  Unbenture,  made  and  entered  into 

the  first  day  of  April,  in  the  year  of  onr  Lord 
One  Thousand  Eight  Hundred  and  Ninety-one,  by  and 
between  the  Elgin  Joliet  and  Eastern  Railway  Company, 
a corporation  existing  under  and  by  virtue  of  the  laws  of 
the  States  of  Illinois  and  Indiana,  party  of  the  first  part, 
hereinafter  referred  to  as  the  Railway  Company,  and  the 
Central  Trust  Company  of  New  York,  a corporation  cre- 
ated by  and  existing  under  the  laws  of  the  State  of  New 
York,  and  John  M.  Butler,  of  Indianapolis,  in  the  State  of 
Indiana,  parties  of  the  second  part,  as  Trustees,  for  the  uses 
and  purposes  hereinafter  expressed, 

TOUtnessetb : 

That,  whereas,  the  Railway  Company  now  owns  and  op- 
erates a line  of  railway  from  McCool,  Indiana,  to  Wauke- 
gan, Illinois,  with  branches  or  feeders  extending  from  Nor- 
mantown,  Illinois,  to  Aurora,  Illinois,  and  from  Walker, 
Illinois,  to  Coster,  Illinois,  and  the  Railway  Company  pro- 
poses to  acquire,  from  time  to  time,  by  construction,  pur- 
chase, consolidation,  lease  or  otherwise,  such  real  estate, 
extensions,  branches,  feeders  and  other  lines  of  connecting 
railway  within  and  without  the  States  of  Illinois  and  Indiana 
as  the  Railway  Company  now  is  or  hereafter  may  be  author- 
ised to  construct,  purchase,  consolidate  with,  lease  or  other- 
wise acquire;  and 

Whereas,  the  Railway  Company  has  power  to  borrow 
money  for  use  in  and  about  its  corporate  purposes,  and  to 
enable  it  to  construct,  complete,  equip,  improve,  and  main- 
o tain  its  line  of  railway  and  branches  now  owned  or  to  be 
acquired,  as  aforesaid,  and  has  power  to  issue  its  corporate 
bonds  to  pay  for  the  acquisition,  construction,  completion, 

. improvement  and  equipment  of  its  lines  of  railway  acquired 


2 


or  to  be  acquired,  as  aforesaid,  and  has  power  to  secure  the 
payment  of  said  bonds  by  the  execution  and  delivery  of  a 
mortgage  or  deed  of  trust  of  and  upon  all  its  lines  of  railway 
acquired  or  to  be  acquired,  as  aforesaid,  its  corporate  prop- 
erty, rights,  powers,  privileges  and  franchises,  including  the 
right  to  be  a corporation,  and  all  other  property  or  property 
rights  owned  or  to  be  owned,  or  in  any  manner  acquired  by 
the  Railway  Company  within  and  without  the  said  States  of 
Illinois  and  Indiana;  and 

Whereas,  there  are  now  outstanding  five  thousand  four 
hundred  seventy-nine  (5,479)  bonds  of  $1,000  each,  se- 
cured by  a deed  of  trust  or  mortgage  on  the  property 
and  franchises’  of  the  Railway  Company,  dated  Novem- 
ber first,  A.  D.  1888,  and  made  by  the  Railway  Company 
to  the  Union  Trust  Company  of  New  York,  and  John 
M.  Butler,  of  Indianapolis,  as  trustees,  and  the  Railway  Com- 
pany deeming  it  necessary  and  advisable  to  retire  said  bonds 
and  secure  a release  of  said  mortgage,  and  to  provide  ade- 
quately for  this  purpose  and  its  other  purposes  as  above  set 
forth,  has,  acting  by  its  Board  of  Directors  and  at  a meeting 
of  its  stockholders  called  and  held  in  accordance  with  law, 
duly  resolved  to  again  exercise  the  borrowing  power  con- 
ferred upon  it  by  law,  and  has  authorized  its  President  or 
Vice-president  and  Secretary,  for  the  time  being  from  time 
to  time,  to  execute  in  its  corporate  name  and  to  issue  and 
dispose  of  its  corporate  bonds  for  the  retirement  of  its  out- 
standing bonds  as  above  recited,  and  for  any  or  all  of  the 
lawful  purposes  of  the  Railway  Company  contemplated  as 
hereinbefore  recited,  as  its  Board  of  Directors  may  from  time 
to  time  direct;  provided  that  the  aggregate  of  all  bonds  so 
issued  for  all  purposes  shall  never  exceed  the  sum  of  ten 
million  dollars;  and 

Whereas,  for  the  purpose  of  securing  the  payment  of  the 
bonds  so  to  be  issued,  the  Railway  Company  has  authorized 
and  directed  its  President  and  Secretary  to  execute  in  its  cor- 


3 


porate  name,  on  its  behalf  and  under  its  corporate  seal,  and  to 
deliver  to  the  Central  Trust  Company  of  New  York  and  to 
John  M.  Butler  of  Indianapolis,  in  the  State  of  Indiana,  a mort- 
gage or  deed  of  trust  bearing  date  the  first  day  of  April,  one 
thousand  eight  hundred  and  ninety-one,  conveying  the  railway 
of  the  Railway  Company  with  its  branches  as  aforesaid  with 
their  equipment  and  all  property  and  rights  now  owned  or 
which  may  hereafter  be  acquired  or  created  by  the  Railway 
Company,  by  purchase,  construction,  consolidation  or  other- 
wise, and  all  property  and  property  rights  of  every  name  and 
nature  acquired  and  to  be  acquired,  real,  personal  and  mixed, 
in  possession  or  expectancy  (excepting  always  telegraph  and 
telephone  lines)  and  all  corporate  rights,  powers,  privileges 
and  franchises  of  the  Railway  Company,  including  the  right 
to  be  a corporation ; and 

Whereas,  each  of  said  bonds  is  to  be  substantially  in  the 
words  and  figures  following,  subject  only  to  the  necessary 
variation  as  to  the  number  thereof,  each  of  said  bonds  being 
for  the  sum  of  $1,000,  and  numbered  from  one  upwards,  to  wit : 

No $1,000.00. 

UNITED  STATES  OF  AMERICA. 

Five  per  Cent.  First  Mortgage  Goed  Bond 
of  the 

ELGIN,  JOLIET  AND  EASTERN  RAILWAY  COMPANY. 
Know  aee  Men  by  these  Presents  : 

That  the  Elgin,  Joliet  and  Eastern  Railway  Company  (hereinafter 
called  the  Railway  Company),  for  value  received,  acknowledges  itself 
indebted  to  the  bearer,  or,  in  case  of  registration,  to  the  registered  holder 
hereof,  in  the  sum  of  One  Thousand  Dollars,  which  indebtedness  it 
promises  to  pay  on  the  first  day  of  May,  in  the  Year  of  our  Lord  One 
Thousand  Nine  Hundred  and  Forty-one,  and  also  interest  thereon  in 
the  meantime,  from  May  i,  1891,  at  the  rate  of  five  per  cent,  per 
annum,  payable  semi-annually,  on  the  first  days  of  May  and  November 
in  each  year,  on  the  presentation  and  surrender  of  the  annexed  coupons, 
as  they  severally  become  due,  both  principal  and  interest  being  payable 


4 


in  gold  coin  of  the  United  States  of  America,  of  the  present  standard  of 
weight  and  fineness,  at  the  office  of  the  agency  of  the  Railway  Com- 
pany, in  the  City’'  of  New  York,  and  without  deduction,  from  either 
principal  or  interest,  of  any  tax  or  taxes  which  said  Company  may  be 
lawfully  required  to  pay  or  retain  therefrom,  by  any  present  or  future 
laws  of  the  United  States,  or  any  of  the  States  thereof,  the  Company 
hereby  agreeing  to  assume  the  payment  of  all  such  taxes.  No  recourse 
shall  be  had  for  the  payment  of  the  principal  or  interest  of  this  bond  to 
any  stockholder,  officer  or  director  of  the  Railway  Company,  either 
directly  or  through  the  Railway  Company,  by  virtue  of  any  statute,  or 
by  the  enforcement  of  any  assessment  or  otherwise.  In  no  case  shall 
any  claim  be  made  or  advantage  taken  of  any  valuation,  appraisement, 
redemption  or  extension  laws  by  the  Railway  Company,  its  successors 
or  assigns. 

This  bond  is  one  of  a series  of  bonds,  of  like  amount,  tenor  and  effect, 
and  numbered  consecutively  from  one  upward,  issued  and  to  be  issued 
by  the  Railway  Company,  under  its  chartered  and  statutory  powers, 
which  bonds  are  limited  not  to  exceed  an  aggregate  amount  for  all  pur- 
poses, of  $10,000,000.  Said  bonds,  without  reference  to  the  time  of 
actual  issue,  are  as  to  both  principal  and  interest,  secured  by  and  sub- 
ject to  the  terms  of  a deed  of  trust  and  mortgage,  bearing  date  the  first 
day  of  April,  one  thousand  eight  hundred  and  ninety-one,  duly  exe- 
cuted and  delivered  by  . the  said  Railway  Company,  to  the  Central  Trust 
Company  of  New  York,  and  to  John  M.  Butler,  of  Indianapolis,  in  the 
State  of  Indiana,  as  Trustees,  conveying  the  railway  of  the  Railway 
Company,  now  held  or  hereafter  acquired  or  created,  whether  by  con- 
struction, purchase,  consolidation  or  otherwise,  and  the  equipment 
thereof,  together  with  all  its  corporate  property  (except  telegraph  and 
telephone  lines),  revenues,  rights,  powers  and  franchises,  including  the 
right  to  be  a corporation,  in  said  deed  of  trust  or  mortgage  more  specif- 
ically mentioned. 

This  bond  shall  pass  by  delivery,  or  by  transfer  on  the  books  of  the 
company  at  its  agency  in  the  City  of  New  York.  After  a registration 
of  ownership  certified  hereon  by  the  transfer  agent  of  the  company,  no 
transfer  shall  be  valid  except  upon  the  books  at  the  transfer  agency, 
unless  the  last  transfer  be  to  bearer,  which  shall  restore  its  transfera- 
bility by  delivery.  But  this  bond  shall  continue  subject  to  successive 
registrations  and  transfers  to  bearer,  as  aforesaid,  at  the  option  of  each 
holder,  provided  the  coupons  issued  with  the  same  and  yet  to  mature 
are  attached  to  the  said  bond. 

The  coupon  shall  in  all  cases  be  payable  to  bearer,  whether  the  bond 
itself  is  registered  or  not. 


5 


This  bond  shall  be  valid  only  when  authenticated  by  the  certificate  en- 
dorsed hereon  by  the  said  Trust  Company,  Trustee,  that  it  is  one  of  the 
bonds  secured  by  said  deed  of  trust  and  mortgage,  as  above  set  forth. 

In  Witness  Whereof,  the  said  Elgin,  Joliet  and  Eastern  Railway 
Company  has  caused  its  corporate  seal  to  be  hereto  affixed,  and  the 
same  to  be  attested  by  the  signature  of  its  President  or  Vice-president 
and  Secretary  and  has  also  caused  the  signature  of  its  Treasurer  to  be 
engraved  on  the  coupons  hereto  annexed,  on  the  first  day  of  April, 
one  thousand  eight  hundred  and  ninety-one. 

Elgin,  Joliet  and  Eastern  Railway  Company, 

By , President. 

, Secretary. 

(Form  of  Trustees’  Certificate.) 

This  is  to  certify  that  this  bond  is  one  of  the  bonds  of  one  thousand 
dollars  each,  described  in  and  secured  by  the  mortgage  within  referred  to. 

Central  Trust  Company  of  New  York,  Trustee. 

By , President. 

(Form  of  Coupon.) 

No $25.00. 

On  the  first  day  of  , A.  D.  18  , the  Elgin,  Joliet  and 

Eastern  Railway  Company  will  pay  to  the  bearer  $25  in  gold  coin  at 
its  office  or  agency,  in  the  City  of  New  York,  being  six  months’ 
interest  on  its  first  mortgage  five  per  cent,  bond,  No. 


, Treasurer. 

Now,  Therefore,  in  consideration  of  the  premises  and  in 
consideration  of  the  sum  of  One  Dollar,  to  it  paid  by  the 
said  Trustees,  and  other  valuable  considerations,  the  receipt 
whereof  is  hereby  acknowledged,  and  in  execution  of  the 
powers  in  this  behalf  conferred  by  law, 

This  Indenture  Witnesseth,  that  the  said  Elgin,  Joliet 
and  Eastern  Railway  Company  hath  granted,  bargained, 
sold  and  assigned,  and  by  these  presents  doth  grant,  bar- 
gain, sell,  convey,  assign,  transfer  and  deliver  unto  the 


6 


said  Central  Trust  Company  of  New  York,  and  to  John  M. 
Butler,  of  Indianapolis,  in  the  State  of  Indiana,  and  their 
successors  in  this  trust,  all  and  singular  its  line  of  railway, 
to  wit:  from  McCool,  Indiana,  to  Waukegan,  Illinois,  with 
its  branches  or  feeders  extending  from  Normantown,  Illi- 
nois, to  Aurora,  Illinois,  and  from  Walker,  Illinois,  to 
Coster,  Illinois,  and  its  railway  property  within  or  without 
the  States  of  Illinois  and  Indiana,  either  already  located  and 
constructed  or  hereafter  to  be  acquired  or  created  by  pur- 
chase, location,  construction,  consolidation  or  otherwise,  in- 
cluding also  its  leasehold  rights  now  existing  or  hereafter  to 
arise  in  and  to  any  railway  or  railway  property  within  or 
without  the  States  of  Illinois  and  Indiana,  and  including  also 
all  double  or  additional  tracks  which  the  Railway  Company 
now  has  or  shall  acquire,  wherever  situated,  meaning  and  in- 
tending hereby  to  convey  all  the  right,  title,  interest  and  estate 
of  the  said  Railway  Company  in  its  present  and  future  lines 
of  railroad  and  in  the  property,  rights,  privileges,  immu- 
nities and  franchises  thereto  belonging,  including  the  right 
to  be  a corporation,  and  meaning  and  intending  hereby  to 
convey  both  the  present  and  all  in  future  to  be  acquired 
property,  rights  and  franchises  of  the  Railway  Company,  as 
fully  and  to  the  same  effect  as  if  the  same  were  herein  more 
specifically  designated  and  described,  including  all  rights  of 
way,  depot-grounds,  lands,  depots,  machine-shops,  engine- 
houses,  freight-houses  and  other  structures,  tracks,  turn-outs, 
switches,  bridges,  viaducts,  culverts,  fences,  machinery,  fix- 
tures, tools,  implements,  fuel,  supplies  and  material  for  con- 
structing, maintaining  and  operating,  repairing  and  replacing 
its  present  and  future  lines  of  railroad,  and  all  locomotives, 
tenders,  passenger,  mail,  baggage,  freight  and  stock  cars, 
and  other  rolling  stock  and  equipment,  and  including  also  all 
revenues,  rates,  tolls,  sums  of  money  or  income  arising  or  to 
arise  from  said  lines  of  railway  or  other  the  premises  herein- 
before expressed  to  be  conveyed  or  any  of  them,  or  any  part 


7 


thereof,  and  all  property,  real,  personal  and  mixed,  of  every 
name  and  nature,  now  or  hereafter  held,  owned  or  acquired 
by  said  railway  company. 

Nevertheless  hereby  specifically  excluding,  reserving  and 
excepting  from  this  mortgage  and  its  lien  and  provisions, 
any  and  all  telegraph  and  telephone  lines  and  their  ap- 
purtenances, now  or  hereafter  owned  by  said  railroad  com- 
pany, or  constructed  by  it  or  by  any  person  with  its  consent. 

To  Have  and  to  Hold  all  and  singular  the  above  men- 
tioned and  described  line  and  lines  of  railway,  rolling  stock, 
franchises  and  other  property  acquired  and  to  be  acquired, 
and  all  other  the  premises  hereinbefore  expressed  to  be  con- 
veyed with  the  appurtenances,  unto  and  to  the  use  of  the 
said  Central  Trust  Company  of  New  York,  and  said  John 
M.  Butler,  of  Indianapolis,  and  their  successors  in  this  trust, 
but  in  trust  for  the  purposes  and  upon  the  trusts  and  con- 
ditions hereinafter  expressed  of  and  concerning  the  same — 
that  is  to  say : 

First.  No  bond  shall  be  issued  or  valid  hereunder,  unless 
authenticated  by  a certificate  endorsed  thereon  by  the  Cen- 
tral Trust  Company  of  New  York,  of  the  parties  of  the  sec- 
ond part  hereto,  that  it  is  one  of  the  bonds  described  in  and 
secured  by  this  mortgage  or  deed  of  trust.  All  the  bonds 
issued,  as  hereinbefore  provided,  shall  be  first  mortgage 
bonds  upon  all  the  property  herein  described,  upon  and  after 
the  release  of  the  aforesaid  mortgage  of  November  ist,  A.D, 
1888,  as  herein  provided,  and  shall  be  equally  secured  under 
this  indenture  without  preference,  priority  or  discrimination 
on  account  of,  and  without  reference  to,  the  times  of  the  actual 
issue  of  said  bonds  or  any  thereof,  and  shall  be  signed  by 
the  President  and  Secretary,  for  the  time  being  at  the  time 
of  issue,  and  all  the  coupons  shall  bear  the  engraved  signa- 
ture of  the  present  Treasurer  of  the  Railway  Company. 
The  Railway  Company  covenants  that  the  aggregate  of  all 
the  bonds  issued  and  authenticated  by  said  Trust  Company 


8 


for  all  purposes  under  this  mortgage,  shall  never  exceed 
the  sum  of  ten  million  dollars  ($10,000,000),  and  that 
it  shall  and  will  pay  the  principal  and  interest  of  said  bonds 
to  the  several  holders  or  owners  thereof,  when  and  as  the 
same  shall  become  due  and  payable  according  to  the  tenor 
and  effect  of  said  bonds  and  coupons. 

Second . The  said  Central  Trust  Company  of  New  York, 
Trustee,  shall  authenticate  and  deliver  5,479  of  the  bonds 
secured  hereby,  either  (1)  upon  the  satisfaction  and  re- 
lease of  the  mortgage  of  the  Railway  Company,  dated 
November  1,  1888,  such  satisfaction  and  release  to  be 
evidenced  to  the  said  Trustee  by  the  delivery  to  it  of 
a certificate  of  the  Union  Trust  Company  of  New  York  of 
the  cancellation  or  destruction  of  the  5,479  bonds  now  out- 
standing as  aforesaid,  together  with  a release  of  said  mort- 
gage, executed  by  the  Trustees  therein  named,  with  certifi- 
cates endorsed  thereon  of  the  record  of  such  release  in  the 
counties  in  which  the  existing  lines  of  railway  hereby  mort- 
gaged are  located ; or  (2)  upon  surrender  to  the  said  Trustee 
hereunder  of  the  5,479  bonds  of  the  Railway  Company  now 
outstanding  as  aforesaid.  And  in  the  latter  event,  and  as 
soon  as  may  be  after  the  surrender  of  the  5,479  bonds  of  the 
Railway  Company  now  outstanding  as  aforesaid,  said  bonds 
shall  be  cancelled  and  a deed  of  release  of  said  mortgage  to 
the  Railway  Company  by  the  Trustees  therein  shall  be  duly 
executed  and  recorded.  The  Railway  Company  covenants 
that  it  will  not  execute  and  deliver  any  more  bonds  under 
the  aforesaid  mortgage  of  November  1st,  1888. 

The  remaining  4,521  bonds  of  the  series  secured  hereby, 
shall  be  authenticated  by  the  said  Central  Trust  Company 
of  New  York,  Trustee,  as  herein  provided,  but  only  when, 
as,  and  to  the  extent  that  consent  to  their  issue  shall 
be  given  from  time  to  time  by  a majority  in  amount  of 
the  stockholders  of  the  Railway  Company  by  resolution 
adopted  at  either  an  annual  or  special  meeting.  When- 
ever, from  time  to  time,  the  Railway  Company  by  its 


9 


Board  of  Directors  shall,  by  resolution,  request  the  issue 
and  authentication  of  said  4,521  bonds,  or  any  of  them  (for 
the  issue  of  which  bonds  consent  shall  have  been  given  by 
the  stockholders),  and  shall  specify  that  the  said  bonds  to 
the  amount  called  for  in  such  resolution,  or  their  proceeds 
have  been  used  for  the  construction  or  acquisition  of  ad- 
ditional lines  of  railway,  as  extensions  or  branches,  or 
feeders,  of  or  to  the  then  existing  lines  of  railway  mort- 
gaged hereunder,  or  for  the  purchase  of  additional  real  estate, 
or  for  betterments,  new  construction,  or  the  purchase  of  ad- 
ditional property,  upon,  along  or  appurtenant  to  the  then  ex- 
isting lines  of  railway  mortgaged  hereunder,  and  shall  state 
the  actual  cost  of  such  additional  lines  of  railway,  or  of  such 
purchase,  acquisition,  betterments,  or  construction,  and  shall 
give  a brief  description  thereof,  and  the  accuracy  of  the  state- 
ment of  cost  and  description  contained  in  said  resolution  and 
the  fact  that  the  property  described  is  free  from  all  mortgage 
incumbrance  prior  to  the  lien  hereof  shall  be  made  to  appear 
by  the  certificate  of  the  President  or  Vice-president  and  the 
engineer  of  the  Railway  Company,  it  shall  be  the  duty  of 
the  Trust  Company  to  authenticate  and  to  return  to  the 
said  Railway  Company  the  bonds  of  the  company  secured 
hereby,  to  the  amount  called  for  in  such  resolution,  but  not 
exceeding  such  cost.  Provided,  however,  that  the  Rail- 
way Company,  by  its  Board  of  Directors,  may,  from  time 
to  time,  request  the  issue  and  authentication  of  bonds 
hereunder  (of  which  the  issue  shall  have  been  duly 
consented  to  by  the  stockholders  as  above  provided) 
up  to  250  bonds  by  resolution,  stating  that  said 
bonds  or  their  proceeds  will  be  specifically  set  apart 
and  as  speedily  as  may  be  will  be  specifically  applied 
to  the  construction  or  acquisition  of  additional  lines  of  rail- 
way, as  aforesaid,  or  to  the  purchase  of  additional  real  estate, 
betterments,  new  construction  or  the  purchase  of  additional 
property,  as  aforesaid,  and  it  shall  be  the  duty  of  the  Trust 
Company  thereupon  to  authenticate  and  return  to  the 


IO 


Railway  Company  up  to  250  of  said  bonds.  The 
President  (or  Vice-President)  and  Engineer  shall  as 
soon  as  may  be  thereafter  present  to  the  Central  Trust 
Company  of  New  York,  their  certificate  stating  that  the 
application  of  said  bonds  or  their  proceeds,  designated 
in  such  resolution,  has  actually  been  made,  and  shall  state 
therein  the  actual  cost  to  that  time  of  the  additional  lines  of 
railway,  as  aforesaid,  or  of  the  additional  real  estate,  better- 
ments, new  construction  or  additional  property,  as  aforesaid, 
and  shall  give  a brief  description  thereof  Upon  the  filing  of 
such  certificate  accounting  for  the  disposition  of  the  bonds 
authenticated  under  the  resolution  last  above  provided  for,  the 
Railway  Company  may  again,  by  like  resolution,  request  the 
authentication  and  delivery  of  bonds  up  to  the  extent  of  two 
hundred  and  fifty  thousand  dollars,  and  upon  the  filing  of 
certificates  as  above  provided,  may  repeat  such  request  in 
like  manner  again  and  again,  but  at  no  time  shall  the  ag- 
gregate par  value  of  bonds  delivered  in  advance  to  said  Rail- 
way Company,  and  unaccounted  for,  exceed  two  hundred 
and  fifty  thousand  dollars. 

In  case,  however,  any  of  said  additional  lines  of  railway, 
or  other  property,  or  any  part  thereof,  should  be  in  counties, 
in  which  this  mortgage  shall  not  have  been  previously 
recorded  (which  fact  shall  be  made  apparent  in  the  de- 
scription thereof  as  verified  by  the  President  or  Vice-Pres- 
ident and  Chief  Engineer),  certificates  of  the  record  of 
this  mortgage  in  such  counties  shall  be  filed  with  the  Trust 
Company  before  the  certification  or  delivery  of  the  bonds 
called  for  in  such  resolutions. 

Third . The  party  of  the  first  part  hereby  covenants  that 
it  will,  from  time  to  time  hereafter,  and  as  often  as  there- 
unto reasonably  requested  in  writing  by  the  parties  of  the 
second  part  or  their  successors  in  the  trusts  hereby  created 
or  by  the  holders  of  a majority  of  the  said  bonds,  execute 
and  deliver  any  and  all  further  deeds,  covenants  and  as- 


surances  in  law  for  the  purpose  of  vesting  in  and  assuring 
unto  the  said  parties  of  the  second  part  and  their  successors 
in  the  said  trust  herein  expressed  the  premises,  property, 
rights  and  franchises  hereby  mortgaged,  whether  now  owned 
or  possessed  or  hereafter  acquired  by  the  said  party  of 
the  first  part,  as  by  the  said  trustees  or  the  holders  of 
a majority  of  the  bonds,  may  be  advised  or  required. 
This  indenture  is  executed  upon  the  express  condition 
that  upon  the  payment  of  the  principal  and  interest  of 
all  the  bonds  issued  hereunder  and  herein  provided  for, 
according  to  the  tenor  thereof  and  of  the  coupons  thereto 
annexed,  all  the  estate,  right,  title  and  interest  of  the  said 
trustees  or  their  successors  shall  cease,  determine  and  be- 
come void,  and  all  the  property,  franchises  and  rights  herein 
granted  shall  revert  to  and  revest  in  the  said  railway  com- 
pany, its  successors  and  assigns,  without  any  acknowledgment 
of  satisfaction,  reconveyance,  re-entry  or  other  act. 

Fourth.  Until  default  shall  be  made  in  the  payment  of  the 
principal  or  interest  of  said  bonds  or  on  some  one  or  more 
of  them,  according  to  the  tenor  thereof  or  of  the  coupons 
thereto  annexed,  or  until  default  or  breach  in  the  perform- 
ance or  observance  of  any  other  condition,  obligation  or 
requirement  by  the  said  bonds  or  by  this  indenture  imposed 
on  the  Railway  Company  or  its  successors  in  reference  to 
the  said  bonds,  the  said  Railway  Company  shall  be  suffered 
and  permitted  to  possess,  manage,  operate  and  enjoy  the 
said  railway  with  its  equipments  and  appurtenances  and  all 
lands,  premises,  property  and  franchises  hereinbefore  de- 
scribed as  conveyed  hereby,  to  receive,  take  and  use  the 
tolls,  incomes,  revenues,  rents,  issues  and  profits  thereof  in 
the  same  manner  and  with  the  same  effect  as  if  this  deed 
had  not  been  made. 

The  Railway  Company  covenants  and  agrees  to  keep  the 
mortgaged  property  in  reasonable  repair  and  condition,  and 
to  keep  insured  all  its  property  usually  insured  by  Railway 


12 


Companies  and  in  the  same  manner  and  to  the  same  extent, 
and  to  pay  and  discharge  all  taxes,  assessments  or  other 
liability  and  governmental  charges  upon  the  mortgaged 
premises,  property  and  franchises,  and  to  pay  the  principal 
and  interest  of  the  bonds  secured  hereunder  without  deduc- 
tion of  any  tax  or  taxes  which  it  may  be  lawfully  required 
to  pay  or  retain  therefrom  by  any  present  or  future  laws  of 
the  United  States  or  any  of  the  states  thereof. 

Fifth.  The  said  trustees  shall  have  full  power,  upon  writ- 
ten request  of  the  Railway  Company,  to  convey  by  way  of 
release  or  otherwise,  to  the  persons  designated  by  the  Rail- 
way Company,  any  lands  or  real  estate  which  in  their  judg- 
ment and  discretion  shall  not  be  necessary  for  use  in  connec- 
tion with  said  railway ; provided,  however,  that  the  proceeds 
of  such  real  estate  shall  be  invested  in  real  estate  or  other 
permanent  property  or  equipment ; or,  if  the  proceeds  be 
not  invested  as  aforesaid,  they  shall  be  invested  in  the  pur- 
chase and  cancellation  of  bonds  secured  hereby,  if  obtained 
at  a reasonable  price  in  the  discretion  of  the  trustees  ; and 
until  default  as  aforesaid,  the  Railway  Company  may  sell, 
exchange  or  otherwise  dispose  of  such  materials,  rolling 
stock  and  other  movable  property  at  any  time  held  or 
acquired  for  the  use  of  the  Railway  Company,  as  may  have 
become  unfit  for  such  use  or  are  not  needed  for  the  purposes 
of  the  road  upon  the  Railway  Company  renewing  the  same 
or  replacing  the  same  by  new  or  substituting  therefor  other 
property  of  equal  or  greater  value  ; and  all  the  property 
acquired  under  the  provisions  of  this  article  shall  immedi- 
ately be  and  become,  without  any  other  act  or  conveyance 
upon  the  part  of  the  Railway  Company  subject  to  the  opera- 
tion and  lien  of  these  presents. 

Sixth.  The  party  of  the  first  part  further  expressly  cove- 
nants and  agrees  that  it  shall  and  will,  at  the  expiration  of 
thirty  days  after  any  installment  of  interest  secured  hereby 
may  become  due  and  payable,  deposit  with  the  Central 


i3 


Trust  Company  of  New  York,  a sum  sufficient  to  pay  all 
such  installments  of  interest  or  any  part  thereof,  as  may 
then  remain  unpaid,  as  a special  fund  for  the  payment  of 
such  interest  remaining  unpaid,  and  this  shall  relieve  the 
Railroad  Company  of  any  further  liability  for  the  same ; 
and  upon  such  deposit  being  made  the  money  so  deposited 
shall  thereafter  be  and  remain  the  only  fund  for  the  pay- 
ment of  such  installment  of  interest  or  any  part  thereof,  or 
such  deposit  may  be  made  with  the  bank  or  bankers  who 
may  from  time  to  time  be  selected  by  the  Company  to  pay 
its  coupons,  but  in  the  last  event  such  deposit  shall  not  re- 
lieve the  Railroad  Company  of  any  further  liability  for  the 
same,  and  the  money  so  deposited,  whether  with  the  said 
Trust  Company  or  such  other  bank  or  bankers,  shall  be  ap- 
propriated solely  for  the  purpose  of  paying  such  unpaid  in- 
stallment of  interest,  and  shall  not  be  withdrawn  or  applied 
to  any  other  purpose  than  the  payment  of  such  unpaid  in- 
stallments of  interest,  until  the  expiration  of  the  period  lim- 
ited by  the  Statute  of  Limitations  of  the  State  of  New  York, 
for  the  recovery  in  actions  for  said  interest  against  the  de- 
pository when  it  shall  be  paid  to  the  party  of  the  first  part. 

Seventh.  In  case  the  Railway  Company,  its  successors  or 
assigns,  shall  make  default  in  the  payment  of  principal  or 
interest  of  any  of  said  bonds  according  to  the  tenor  thereof, 
or  of  the  coupons  thereto  belonging,  and  such  default  shall 
continue  for  a period  of  sixty  days,  or  if  the  Railway  Com- 
pany, its  successors  or  assigns  shall  make  default  or  breach 
in  the  performance  or  observance  of  any  other  condition, 
obligation  or  requirement,  by  the  said  bonds  or  by  this  in- 
denture imposed,  and  such  default  shall  continue  for  a period 
of  sixty  days,  then  and  in  either  of  such  cases  it  shall  be 
lawful  for  the  said  trustees  to  enter  into  and  upon  and  to 
take  and  possess  all  and  singular  the  railway  and  all  the 
premises  hereinbefore  expressed  to  be  conveyed,  or  any  of 
them,  or  any  part  or  parcel  thereof  respectively,  and  to 


14 


have,  hold  and  use  the  same  and  to  work  and  operate  by 
their  superintendents,  managers,  receivers  or  servants  or 
other  attorneys  or  agents,  the  said  railway,  and  to  conduct 
the  business  thereof  and  to  make  from  time  to  time  such 
repairs  and  replacements  and  such  useful  alterations,  addi- 
tions and  improvements  therein  and  thereto  as  may  seem 
to  them  to  be  judicious  or  convenient,  and  to  collect  and  re- 
ceive all  tolls,  freights,  revenues,  incomes,  rents,  issues  and 
profits  of  the  said  railway  and  premises,  and  of  every  part 
or  parcel  thereof,  and  after  deducting  and  defraying  the  ex- 
penses of  working  and  operating  said  railway  and  conduct- 
ing the  business  thereof  and  of  all  the  said  repairs,  replace- 
ments, alterations,  additions  and  improvements,  and  all 
payments  which  may  be  made  for  charges  or  liens  of  any 
kind  prior  to  the  lien  of  these  presents,  and  all  other  ex- 
penses and  outgoings  whatsoever  incurred  in  relation 
thereto,  as  well  as  just  compensation  for  their  own  services 
and  for  the  services  of  such  attorneys  and  counsel  and  all 
other  agents  and  persons  as  may  have  been  employed,  the 
said  trustees  shall  apply  the  moneys  arising  from  such  col- 
lection and  receipt  as  aforesaid  in  or  toward  the  payment  of 
interest  on  the  said  bonds  in  the  order  in  which  the  said  in- 
terest shall  have  become  due  ratably  to  the  persons  holding 
the  coupons  evidencing  the  right  to  such  interest,  and  after 
paying  all  interest  coupons  which  shall  have  become  due,  if 
a surplus  shall  remain  they  shall  pay  over  such  surplus  and 
restore  and  deliver  all  and  singular  the  railway  and  all  the 
premises  taken  and  possessed  as  aforesaid  to  the  Railway 
Company,  its  successors  or  assigns,  or  as  any  court  of  com- 
petent jurisdiction  shall  order. 

Eighth.  In  case  of  any  default  as  aforesaid,  and  continua- 
tion thereof  as  aforesaid  for  sixty  days,  it  shall  likewise  be 
lawful  for  the  said  trustees,  either  after  such  entry  as  afore- 
said, or  other  entry,  or  without  entry,  by  their  attorneys  or 
agents,  to  sell  and  dispose  of  all  and  singular  the  premises 


J5 


and  property  hereby  conveyed,  or  any  part  thereof,  at  pub- 
lic auction,  in  the  city  of  New  York  and  State  of  New  York, 
or  in  the  city  of  Indianapolis  and  State  of  Indiana,  or  in 
the  city  of  Chicago  and  State  of  Illinois,  in  the  discre- 
tion of  said  trustees,  at  such  time  as  they  may  appoint, 
first  giving  notice  of  said  sale,  and  of  the  time,  place  and 
terms  thereof,  by  advertisement  daily  for  the  term  of  four 
weeks  in  some  newspaper  published  in  said  city  of 
New  York,  and  also  in  some  newspaper  published  in 
whichever  of  the  other  of  the  said  cities  the  said  sale  may 
be  appointed  to  be  held.  The  sale  of  said  property  shall  be 
for  cash,  either  payable  in  hand,  or  one-third  in  hand  and  the 
balance  in  two  annual  installments,  with  interest,  as  the  said 
trustees  may  deem  advisable.  The  proceeds  of  sale  shall  be 
applied  first  in  payment  of  the  expenses  connected  with  said 
sale  and  trust,  including  the  compensation  of  the  trustees, 
and  all  charges  incurred  by  them  as  such  trustees.  And 
secondly,  in  payment  of  the  principal  of  and  the  unpaid  in- 
terest on  the  said  several  bonds  ratably,  and  without  dis- 
crimination as  to  holders,  or  as  between  principal  and 
interest,  and  if,  after  paying  in  full  said  principal  and  in- 
terest, there  shall  be  any  money  remaining  in  the 
hands  of  said  trustees,  they  shall  pay  the  same  to  the 
Railway  Company,  its  successors  or  assigns.  The  said 
trustees  shall  have  power  to  adjourn  said  sale  from  time 
to  time,  at  their  discretion,  and  if  adjourned  to  another 
day,  they  make  said  sale  at  the  time  appointed,  without 
further  notice  by  advertisement  ; and  said  trustees  shall 
have  power  to  make  and  deliver  to  the  purchaser  or  pur- 
chasers at  said  sale  good  and  sufficient  deeds  of  conveyance 
of  the  property  sold.  And  it  is  further  declared  and  agreed 
that  the  receipt  of  said  trustees  shall  be  a sufficient  dis- 
charge to  the  purchaser  or  purchasers  of  the  premises  which 
shall  be  sold  as  aforesaid,  for  his  or  their  purchase  money 
and  such  purchasers  shall  not,  after  the  payment  of  such 


i6 


purchase  money,  be  liable  to  see  to  its  application  upon  or 
to  the  purposes  or  trusts  of  these  presents,  or  to  be  in  any 
manner  answerable  for  any  loss,  misapplication  or  non-ap- 
plication of  such  purchase  money  or  any  part  thereof,  or  be 
obliged  to  inquire  into  the  necessity  or  expediency  of  or  for 
any  such  sale  ; provided,  however,  that  no  sale  shall  be 
made  by  such  trustees  as  aforesaid,  except  upon  demand  of 
the  holders  of  not  less  than  a majority  of  the  said  bonds  then 
outstanding. 

Ninth.  In  case  of  default  in  the  payment  of  interest  of 
any  of  the  said  bonds,  which  default  shall  continue  for  sixty 
days,  then,  upon  written  notice  to  the  Railway  Company, 
which  notice  said  trustees  may  give  upon  their  own  motion, 
and  shall  give,  if  requested  in  writing,  by  a majorit}^  in  in- 
terest of  the  bonds  then  outstanding,  the  principal  of  all  of 
said  bonds  shall  become  at  once  due  and  payable,  and  shall 
be  so  held  and  deemed  for  the  purpose  of  foreclosure  and 
sale  in  any  of  the  methods  here  provided,  and  for  all  other 
purposes  whatsoever  ; and  in  case  of  any  default  in  the  pay- 
ment of  interest  or  principal  of  said  bonds  and  continuation 
thereof  for  sixty  days,  a majority  in  interest  of  the  holders 
of  the  bonds  then  outstanding,  by  an  instrument  in  writing 
signed  by  them,  and  on  their  furnishing  to  the  trustees  rea- 
sonable means  and  indemnity  for  the  payment  of  services, 
expenses  and  liabilities  to  be  incurred  and  performed  in  so 
doing,  may  require  said  trustees  to  enforce  either  of  the 
remedies  by  entry  or  sale,  as  herein  provided  in  case  of  such 
default,  or  both,  or  to  take  appropriate  proceedings  in  equity 
or  at  law,  or  both,  to  enforce  the  rights  of  the  bondholders, 
but  the  remedy  to  be  enforced  or  the  proceedings  taken  may 
be  determined  by  said  trustees. 

It  shall  be  within  the  discretion  of  the  trustees  to  enforce 
or  waive  the  rights  accruing  hereunder  by  reason  of  any  de- 
fault on  the  part  of  the  railway  company,  subject  always  to 
the  power  of  two-thirds  in  interest  of  the  holders  of  bonds 


!7 


then  outstanding  to  instruct  the  said  trustees  to  waive  such 
default,  or  of  a majority  in  interest  of  the  holders  of  bonds 
then  outstanding,  to  instruct  the  said  trustees,  upon  adequate 
indemnity  as  aforesaid,  to  enforce  their  rights  by  reason 
thereof,  provided  that  no  waiver  of  any  default  shall  extend 
to  or  be  taken  to  affect  any  subsequent  default,  or  to  impair 
the  rights  resulting  therefrom. 

Tenth . The  foregoing  provisions  in  regard  to  taking  pos- 
session, sale  or  foreclosure  of  said  premises,  shall  not  ex- 
clude any  other  remedy  at  law  or  in  equity  to  enforce  this 
deed  of  trust  and  mortgage,  or  the  obligation  secured 
thereby,  and  in  case  of  default,  if  the  trustees  shall  not  deem 
it  proper  or  expedient  in  any  or  all  of  the  states  in  which 
the  mortgaged  premises  are  situate  to  seize  and  sell  the 
same  in  pursuance  of  the  power  herein  granted,  then  the 
said  trustees  may  proceed  in  any  court  to  enforce  this  deed 
of  trust  and  mortgage.  At  any  time  the  trustees  may  apply 
to  any  court  of  competent  jurisdiction  for  instructions  as  to 
matters  not  herein  expressly  provided  for. 

No  holder  or  holders  of  a bond,  or  any  of  the  bonds, 
coupon  or  coupons  hereby  secured  shall  have  the  right  to 
institute  any  suit,  action  or  proceeding  at  law  or  in  equity 
for  the  foreclosure  of  this  mortgage  or  the  execution  of  the 
trusts  hereof,  or  for  the  appointment  of  a receiver,  or  for 
the  sale  of  the  mortgaged  premises,  without  giving  notice 
in  writing  to  the  trustees  of  default  having  occurred  and 
continued  as  aforesaid,  and  unless  a majority  in  amount  of 
the  holders  of  the  bonds  then  outstanding  have  made  a re- 
quest in  writing  to  the  trustees,  as  above  provided,  and  have 
afforded  them  a reasonable  opportunity  to  proceed  to  exer- 
cise the  powers  hereinbefore  granted,  and  have  also  af- 
forded to  the  trustees  adequate  security  and  indemnity 
against  the  costs  and  expenses  and  liabilities  to  be  incurred 
thereby. 

Eleventh.  At  any  sale  made  under  and  by  virtue  of  this 


IS 


deed  of  trust  and  mortgage,  whether  in  execution  of  the 
trust  created  hereby  and  the  powers  conferred  herein  or  by 
judicial  decree  of  foreclosure,  the  said  trustees  may,  at  the 
written  request  of  the  holders  of  at  least  three-fourths  in 
interest  of  the  bonds  then  outstanding,  bid  for  and  purchase 
the  premises,  franchises  and  property  so  sold  for  the  use 
and  benefit  of  all  the  holders  of  the  said  outstanding  bonds. 

In  any  such  sale,  the  purchaser  or  purchasers  at  such  sale 
shall  be  entitled  in  making  settlement  for  or  payment  of 
the  purchase  money  bidden,  to  turn  in  toward  the  payment 
of  such  purchase  money  any  of  the  bonds  and  matured  and 
unpaid  interest  secured  hereby,  counting  the  principal  and 
interest  of  said  bonds  for  that  purpose  at  the  sum  which 
shall  be  payable  out  of  the  net  proceeds  of  such  sale  to  the 
holder  or  holders  of  such  bonds  as  his  or  their  j ust  share  of 
such  net  proceeds  after  allowing  for  the  proportion  of  pay- 
ment which  may  be  required  in  cash  for  the  costs  and  ex- 
penses of  the  sale,  and  if  such  share  of  net  proceeds  shall 
be  less  than  the  amount  then  due  upon  such  bonds  to  make 
such  settlement  by  receipting  on  said  bond  the  amount  to 
be  credited  thereupon. 

It  is  understood  and  agreed  that  in  no  case  shall  any  claim 
be  made  under  or  advantage  taken  of  any  valuation,  ap- 
praisement, redemption  or  extension  laws  by  said  Railway 
Company,  its  successors  or  assigns. 

Twelfth.  The  said  Railway  Company  agrees  for  itself 
and  its  successors  that  it  shall  and  will  at  all  times  hereafter 
keep  open  an  office  or  agency  in  the  city  of  New  York  for 
the  payment  of  the  principal  and  interest  of  and  upon  the 
bonds  hereinbefore  recited  and  described,  as  the  same  shall 
become  pa}^able,  and  for  the  transfer  and  registration  of  said 
bonds  as  therein  provided. 

It  is  further  declared  and  agreed  that  when  and  as  the  in- 
terest coupons  annexed  to  the  bonds  secured  hereby  mature 
and  are  paid  by  the  party  of  the  first  part  or  by  any  person 


i9 


or  corporation  on  its  behalf,  they  shall  be  canceled,  and  upon 
any  purchase  or  sale  of  the  said  coupons,  or  any  of  them,  or 
upon  any  advance  or  loan  on  the  said  coupons  or  any  of 
them  made  upon  or  after  default  in  the  payment  of  any 
coupon  secured  hereby,  the  coupons  so  purchased  or  sold,  or 
advanced  or  loaned  upon  shall  not  be  deemed  to  be  secured 
by  or  otherwise  within  the  trusts  of  this  mortgage,  unless  ac- 
companied by  the  bond  or  bonds  to  which  same  were  origi- 
nally attached. 

Thirteenth . Compensation  and  all  reasonable  expenses 
of  the  trustees  in  the  discharge  of  the  trust  shall  be  paid  by 
the  Railway  Company  as  they  are  incurred,  or  otherwise, 
out  of  the  trust  estate,  on  which  they  are  hereby  made  a 
charge.  Neither  of  said  trustees  shall  be  answerable  for  any 
act,  omission  or  default  of  his  or  its  co-trustee,  or  of  any 
agent  or  attorney  selected  with  reasonable  care  to  which  he 
or  it  does  not  expressly  assent.  Each  of  said  trustees  shall 
be  answerable  for  his  or  its  own  gross  negligence  or  wilful 
defaults  only. 

Any  trustee  hereunder  may  resign  and  discharge  itself  or 
himself  of  and  from  the  trust  hereby  created  by  notice  in 
writing  to  the  said  Railway  Company  three  months  before 
such  resignation  shall  take  place,  or  such  shorter  time  as  the 
said  Railway  Company  shall  accept  as  adequate  notice,  and 
upon  the  due  execution  and  delivery  of  such  conveyance  to 
its  or  his  successor,  as  the  said  Railway  Company  shall  re- 
quire in  order  to  transfer  the  trust. 

The  word  “ Trustees,”  as  used  in  this  instrument,  shall  be 
construed  to  mean  the  trustees  for  the  time  being  hereun- 
der, whether  original,  substituted  or  new,  and  such  trustees 
shall  be  vested  with  and  entitled  to  all  the  estate,  powers, 
rights,  benefits  and  indemnities  granted  hereby  to  the  trust- 
ees named  herein.  One  of  such  trustees  shall  always  be  a 
New  York  corporation  having  a place  of  business  in  New 
York  City,  and  one  of  such  trustees  shall  always  be  a resi- 
dent of  Indiana. 


20 


In  case  of  the  resignation,  disqualification,  dissolution  or 
death  of  any  trustee  under  this  deed  of  trust,  a new  trustee 
or  trustees  shall  be  appointed  by  the  said  Ra  lway  Com- 
pany by  an  instrument  in  writing  under  its  corporate  seal, 
and  notice  thereof  given  by  an  advertisement  published  at 
least  once  a week  for  three  consecutive  weeks  in  some  news- 
paper of  general  circulation  in  the  City  of  New  York,  and  in 
the  said  City  of  Indianapolis,  and  in  the  said  City  of  Chicago, 
Illinois,  and  unless  a majority  in  interest  of  the  holders  of  said 
bonds  then  outstanding  shall  within  ninety  days  from 
the  date  of  such  last  publication,  make  objection  by  an 
instrument  in  writing,  stating  their  respective  addresses, 
signed  by  them,  and  delivered  to  the  said  Railway  Company, 
the  said  appointment  or  appointments  shall  at  the  expira- 
tion of  said  ninety  days  be  considered  as  assented  to  and 
confirmed  by  the  holders  of  the  bonds  secured  hereby. 
In  case  such  objection  by  a majority  in  interest  of  the  hold- 
ers of  said  bonds  shall  be  so  made  as  aforesaid,  the  said 
Railway  Company  shall  thereupon  apply  to  the  United 
States  Circuit  Judge  of  the  Seventh  Judicial  Circuit,  or 
other  Court  of  competent  jurisdiction  to  appoint  instead  as 
trustee  or  trustees  such  other  New  York  corporation  having 
a place  of  business  in  New  York  City,  or  such  other  resident 
of  Indiana  as  to  such  court  shall  seem  meet;  and  at  least 
ten  days’  notice  of  such  application  shall  be  given  by  mail  to 
said  objecting  bond-holders  at  the  addresses  stated  as  afore- 
said. 

The  Central  Trust  Company  of  New  York,  and  said  John 
M.  Butler  hereby  accept  the  trust  conferred  upon  them  by 
these  presents,  and  upon  the  terms  and  conditions  herein- 
before set  forth. 

In  witness  whereof,  the  parties  hereto  have  caused  their 
respective  corporate  seals  to  be  affixed  to  these  presents,  as 
also  to  a counterpart  hereof,  and  the  same  to  be  signed  by 


21 


their  respective  Presidents  and  attested  by  their  respective 
Secretaries,  on  the  day  and  year  first  above  written. 


Elgin,  Joliet  and  Eastern  Railway 
Company. 

By  Samuel  Spencer, 
President . 

Attest: 

F.  D.  Raymond, 

Secretary . 

John  M.  Butler.  [seal.] 

Central  Trust  Company  of  New 
York. 

By  E.  Francis  Hyde, 

2d  Vice-President. 

Attest : 

C.  H.  Babcock, 

Secretary. 


22 


State  of  Illinois,  j 
County  of  Cook,  j 

Be  it  Known,  that  on  the  fourteenth  day  of  April,  A.  D.  1891, 
before  me,  a Notary  Public,  personally  came  Samuel  Spencer,  Pres- 
ident, and  F.  D.  Raymond,  Secretary,  of  the  Elgin,  Joliet  and 
Eastern  Railway  Company,  personally  known  to  me  to  be  such 
President  and  Secretary,  and  to  be  the  same  persons  who  executed  the 
foregoing  instrument  for  and  on  behalf  of  the  said  Railway  Company, 
and  whose  names  are  thereunto  subscribed,  and  severally  duly  acknowl- 
edged that  they  signed,  sealed  and  delivered  said  instrument  as  such 
President  and  Secretary,  and  as  the  free  and  voluntary  act  of  said  Rail- 
way Company,  for  the  uses  and  purposes  therein  set  forth  ; and  the  said 
Samuel  Spencer  and  F.  D.  Raymond,  being  by  me  first  duly  sworn, 
did  each  depose  and  say  that  they  are  respectively  President  and  Secre- 
tary as  hereinbefore  stated  of  said  Railway  Company,  that  they  know 
the  corporate  seal  of  said  Railway  Company,  that  the  seal  affixed  to 
the  foregoing  instrument  is  the  corporate  seal  of  said  Railway  Company, 
that  it  was  so  affixed  by  order  of  said  company  duly  made,  and  that 
they  signed  their  respective  names  thereto  as  such  President  and 
Secretary,  by  like  order. 

Given  under  my  hand  and  official  seal,  this 
14th  day  of  April,  A.  D.  1891. 

Wm.  P.  Sidley, 

Notary  Public. 


State  of  New  York, 

City  and  County  of  New  York. 


On  this  20th  day  of  April,  1891,  before  me  personally  cameE.  Francis 
Hyde,  the  2d  vice-president  of  the  Central  Trust  Company  of  New 
York,  to  me  personally  known,  who  being  by  me  duly  sworn,  did  depose 
and  say  that  he  resided  in  the  City  of  New  York,  that  he  was  2d  vice- 
president  of  the  Central  Trust  Company  of  New  York,  the  corporation 
described  in  and  which  executed  the  foregoing  instrument  by  him  as 


23 


such  officer  thereof ; that  he  knew  the  corporate  seal  of  said  corpora- 
tion, and  that  the  seal  affixed  to  said  instrument  was  such  corporate 
seal ; that  it  was  so  affixed  by  authority  of  the  board  of  trustees  of 
said  corporation,  and  that  he  subscribed  his  name  thereto  as  2d  vice- 
president  thereof  by  the  like  authority.  And  the  said  E.  Francis 
Hyde  further  acknowledged  to  me  that  he  executed  the  foregoing 
instrument  for  and  in  behalf  of,  and  as  the  act  and  deed  of,  the  said 
Central  Trust  Company  of  New  York. 


Fr^sTk  B.  Smidt, 

Notary  Public , New  York  City  & Co. 


State  of  New  York, 
City  and  County  of  New 


I,  Leonard  A.  Giegerich,  clerk  of  the  city  and  county  of  New 
York,  and  also  clerk  of  the  Supreme  court  for  the  said  city  and  county, 
the  same  being  a court  of  record.  Do  Hereby  Certify,  that  Frank 
B.  Smidt,  whose  name  is  subscribed  to  the  certificate  of  the  proof  or 
acknowledgment  of  the  annexed  instrument,  and  thereon  written,  was, 
at  the  time  of  taking  such  proof  or  acknowledgment,  a notary  public 
in  and  for  the  city  and  county  of  New  York,  dwelling  in  the  said  city, 
commissioned  and  sworn,  and  duly  authorized  to  take  the  same.  And 
further,  that  I am  well  acquainted  with  the  handwriting  of  such  notary, 
and  verily  believe  that  the  signature  to  the  said  certificate  of  proof  or 
acknowledgment  is  genuine. 

In  Testimony  Whereof,  I have  hereunto  set  my  hand  and  affixed 
the  seal  of  said  court  and  county,  the  20  day  of  Apl.,  1891. 

[seat.]  Leonard  A.  Giegerich,  Clerk. 


24 


Washington  City,  ) 

? r SS 

District  of  Columbia,  j 

I,  Isaac  C.  Slater,  a notary  public  in  and  for  the  District  of  Columbia, 
aforesaid,  and  residing  in  said  District,  do  hereby  certify  that  John  M. 
Butler,  of  Indianapolis,  Marion  county,  Indiana,  who  is  personally 
known  to  me  as  the  real  person,  whose  name  is  subscribed  to  the  fore- 
going instrument  as  having  executed  the  same,  appeared  before  me 
this  day  in  person  and  acknowledged  that  he  signed,  sealed  and  de- 
livered the  said  instrument  of  writing  as  his  free  and  voluntary  act,  for 
the  uses  and  purposes  therein  set  forth. 

Given  under  my  hand  and  notarial  seal 
this  twenty-fifth  day  of  April,  A.  D.  1891. 

Isaac  C.  Slater, 

Notary  Public . 


Clerk’s  Office  of  the  Supreme  Court  of  the  District  of 
Columbia,  District  of  Columbia,  ss. 

I,  R.  J.  Meigs,  clerk  of  the  said  court,  do  hereby  certify  that  Isaac 
C.  Slater,  Esq.,  whose  name  is  subscribed  to  the  certificate  of  the  proof 
or  acknowledgment  of  the  annexed  instrument  and  thereon  written, 
was,  at  the  time  of  taking  such  proof  or  acknowledgment,  a notary 
public  in  and  for  the  said  District,  dwelling  therein,  commissioned, 
sworn  and  duly  authorized  to  take  the  same.  And  further,  that  I am 
well  acquainted  with  the  handwriting  of  said  Isaac  C.  Slater,  and 
verily  believe  that  the  said  signature  to  the  said  certificate  of  proof  or 
acknowledgment  is  genuine,  and  the  said  instrument  is  executed  and 
acknowledged  according  to  the  laws  of  this  District. 

In  Testimony  Whereof,  I have  hereunto  set  my  name  and  affixed 
the  seal  of  said  court  this  25th  day  of  April,  A.  D.  1891. 

R.  J.  Meigs,  Clerk. 

. A.  Clancy,  Assista?it  Clerk. 


[19562A] 


